Shadowchasers: Phobos
by Ruin Queen of Oblivion
Summary: A year after the events of All Hallows Eve, Ashla Da'rok comes face to face with a demon from her past. Can she defeat the King of Fear? Or will madness descend upon the world?


_Well everyone, Happy Halloween from your friendly neighborhood Ruin._

_Once again, I've decided to write a Shadowchasers fanfic in the spirit of the season. This time around I'm doing something outside of the Shadowchaser Files like I did last year with Sol Cortyge, and into something I've been working on over the past year._

_So, the question is, what are you afraid of?_

_Disclaimer: I don't own anything related to Yu-Gi-Oh or the Shadowchasers_

**00000**

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**SHADOWCHASERS:**

**PHOBOS**

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**A SHADOWCHASERS**

**HALLOWEEN SPECIAL**

**FANFICTION BY**

**RUIN QUEEN OF OBLIVION**

**00000000000**

**FEAR FOR**

**YOUR LIFE**

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**00000**

"Ms. Dashan?" A police officer says as a young woman with dark skin and white hair answers the door to an appartment.

"Yes, that's me, can I help you officer?" Ashla Da'rok asks, looking him over. The officer had a somber look on his face, holding his hat in his hands as he tries to avoid eye contact with her.

"Ma'am, I, think you should sit down for this," he says. "Can I come in?"

Ashla looks at him, not sure what to say as she motions for him to enter, taking a seat in a chair. She had a feeling deep down that whatever he was going to say was going to be bad news.

"I, assume you've heard about the weird murders lately," the officer says. Ashla nods, she had heard about them, strange murders had been propping up for the past 3 days across Atlantic City. There was no obvious connection between them and Shadowkind so the Shadowchasers weren't involved in the investigation.

"Yes, I've seen them on the news, some kind of, serial killer?" Ashla asks.

"That's a possibility... miss, there's no good way to say this, do you know a Joseph Goldstein?" The officer asks.

"Yes, we work together... why?" Ashla asks, her heart sinking.

"There's no easy way to say this ma'am, he was killed last night," the officer says, and Ashla breaks down crying.

**00000**

That evening, she's rushing through the streets of Atlantic City on her motorcycle. Her contact in the ACPD had told her about a clue in the investigation leading to a suspect in an abandoned building along the water.

As she pulls in front of the building a series of shots ring out from inside. She rushes inside to see several officers lowering their weapons, a man lying dead across the room with a discarded gun.

"Detective Shaw sent me, what's going on here?" Ashla asks, but the officers seem to be in a daze, not even sure what was going on.

That's when she see's it, written in blood on the wall are the words "CHASING AFTER SHADOWS." She looks up to see a glint of metal and a cackling laugh as a shadow above her vanishes.

**00000**

Ashla snaps awake, groaning, she had drifted off to sleep again. She hadn't been sleeping well lately, ever since she had started hearing about mysterious deaths popping up in Atlantic City again. The weird thing though was that this had been the first time in 40 years that someone had matched the M.O. in Atlantic City.

That case had been one of her first as a full Shadowchaser, and it still hung in her mind. Officially it was closed, but there was something about it, something that she couldn't let go of.

She gets to her feet, going to make something to eat in the kitchen when the magical fire flares up and the image of a man dressed in a suit that looked like it was out of place in the more modern age with blonde hair and a feral appearance. He looks at Ashla concerned.

"Jalal, I wasn't expecting to hear from you," Ashla says.

_"Yes Ashla, I was informed of your inquiries by Martin and Leslie,"_ Jalal says. _"I understand if you are concerned about these murders, but we don't have any evidence they're tied to the ones from before."_

"Jalal, with all due respect, the victims where completely drained of blood and had the brain and heart removed," Ashla says. "That's too distinct an M.O to be a coincidence."

_"I'm not saying that there isn't a possibility, this job has shown that,"_ Jalal says. _"At the moment, its just a theory."_

"Did they tie them to any other murders?" Ashla asks.

_"Well, that's complicated," _Jalal replies. _"There are, 34 murders throughout the Northeastern states dating back to the early 1700s that are similar counting the recent ones."_

Ashla's eyes go wide, she hadn't expected that many or for them to be so far back. A 40 year gap was unusual, but not unheard of, the BTK killer had been dormant for 27 years before he was captured. This kind of gap and time difference, there was only two explinations, either they where all unconnected, or the killer was an immortal Shadowkind.

She could see that Jalal had the same concerns.

"Sir, its Halloween, if he holds to pattern then someone is going to die tonight!" Ashla says, starting to raise her voice. "Look, give me one night, send me what you've found and I'll see if I can't make a connection. If nothing happens or we're too late, we'll have more time to figure this out before he strikes again, if they're connected."

_"Ashla..."_ Jalal says, then sighs. _"Very well, we'll send what we have, you have tonight to figure this out."_

"Thank you Sir, I won't let you down," Ashla says.

_"I know you won't, I have faith in you,"_ Jalal says as the hologram vanishes.

**00000**

The hours pass as Ashla pours over the files that Jalal had sent her. He was right, the murders had been all over the Northeast, New York City, Boston, Augustua, and other towns. This was the first time that there had been any repeat, it was like something had brought the killer back to Atlantic City.

"There has to be something..." she mutters, glancing through the files. The weird thing was always the last victim, the police or other authorities always tracked them down on the same day, October 31st, and they always ended in suicide by cop. And then there was the messages, always left at the scene of the last death.

MECHANICAL SOUL. SEARCHING FOR A HOME. CLOCKWORK SOLDIERS. THRONE OF SORROWS. PLATINUM MASK. CHASING AFTER SHADOWS.

None of these made sense, it was more random than anything else. Why would someone leave these messages behind like this?

"Mail call," a voice says from the front door and the mail slot opens as a letter falls through it. Ashla narrows her eyes as she gets up, using a simple spell she remembered to make sure it wasn't going to be a threat. She opens it, shocked to see the words "FROM HELL" at the top written in red ink. Opening it up, it reads.

_Ms. Da'rok,_

_Last time you only had a glimpse of my power. What do you say we write one more chapter to our little story? Fear is my name, and you will know it before we are done. I will spread Fear across your world, this city is only the beginning. This is your last chance to stop me. Follow the symbol to reach your goal. Always Chasing Shadows._

_Signed,_

_Catch me when you can Ms. Da'rok._

Then at the bottom of the page was a symbol of a short cross in a circle.

"Follow the symbol..." Ashla mutters, glancing over at a map of Atlantic City where the murders where mapped out. There was something odd about it now that she looked at it, they where evenly spaced apart, and on each of the four compass points.

She picks up a marker off the desk, connecting them together into a cross, or more of a plus sign really, then drawing a circle around it.

"I've got it!" She says, circling an area in the center of the four points. It was a small building off of North New York Avenue. She gets to her feet, and grabs her duel disk, decks, and sword. As she starts to walk out her eyes fall on a simple looking flintlock gun, she grabs it and puts it in her pocket before heading out.

Whoever was behind these murders wasn't going to get away with it this time.

**00000**

Ashla pulls her Duel Runner in front of the building. It was a nondescript building, probably an abandoned store, she parks her Duel Runner, detaches the duel disk, and turns on the security system. Getting off the bike she heads into the store, looking around as she does.

"Hello, is anyone in here?" She calls out, looking for anyone in the room. Then she freezes, written on the wall in blood was the words, "I SEE YOU."

"You're a clever girl, Ashla Da'rok," a mechanical voice is heard around her.

"Who said that?" Ashla demands, drawing her sword from the sheath on her back as a shadow moves in front of her. "Who are you?"

"I am fear given form, cousin to Never, Worms, and Missing," the voice echoes as the darkness starts to creep in around her. "The king of fear hides behind a metal mask."

Before Ashla can respond, something reaches out through the shadows, wrapping around her arms and legs and pulling her forward. through a portal.

**00000**

Ashla's eyes snap open, she's no longer in the abandoned building, but instead in a white void.

"Where am I..." she says, getting to her feet. Her sword is gone, but her duel disk and decks are still in place.

"You are in the Antechamber," a monotone voice says, she looks up to see a man with short black hair, dressed in a silver jumpsuit with a reflective mask attached to his face. "I am here to prepare you to meet the King."

Even with the mask and monotone, Ashla could recognize that voice anywhere. "Joseph? Is that you?"

"I, do not understand, I am Unit Alpha 2499 in the service of the King," Alpha 2499 says in the same monotone.

"No, you're Joseph Goldstein, you're a Shadowchaser who went missing 40 years ago," Ashla says, the masked man not responding. "You, don't remember me do you? I'm Ashla Da'rok, you trained me in the Shadowchasers, you gave me a chance when no one else would."

"I am Alpha 2499, I am not this... Joseph Goldstein," Alpha 2499 says. "I have no idea who you are other than the chosen target of my master."

"Joseph, listen to me!" Ashla says. "The last night we where together, you told me you loved me... that you'd do anything for me, I still remember how I felt that night, this isn't you, you're better than this!"

"I..." Alpha 2499 starts to say, then leans his head back as if listening to something unhead. "I hear and obey, you are to be escorted before my King."

"Joseph, listen to me, this isn't you," Ashla says, still trying to reach him as he takes her farther into the void.

**00000**

The time seems to drag on for hours, but it only lasts a few minutes as the void parts in front of them. They step into a room with a high celing of gothic design. Lining the walls are paintings that seem to move as Ashla passes them. One of them is of a man dressed in a brown cloak and hat, holding a flintlock pistol. Another is of a shapeless form with two eyes glaring at her as she passes it. Others are harder to describe, but most of them are at least vaguely humanoid.

"I see you're admiring my collection," the mechanical voice from before echoes around her.

"Who are they?" Ashla asks, narrowing her eyes.

"Some are cousins, others my most respected enemies that fell before me, some just earned their spot because of deed," the voice responds.

"What are they, trapped souls?" Ashla says, glancing at another one, this one of a black robbed man with a smiling metallic mask.

"Nothing so dramatic," the voice chuckles. "A side effect of my presence tends to make things more, unusual."

"And what are you exactly?" Ashla questions.

"Before even the most ancient of Shadowkind walked the Earth and Shadow, my people stepped upon universes much like you would on ants," the voice cackles. "Our presence strikes fear in the hearts of those who know of us."

"Well, please enlighten me," Ashla says. "And show your face if the King of Fear isn't a coward."

"Of course," the voice says, then shadows from around the room seem to collect in one spot. First they form together into a black robe, then silver armor forms over it, leaving a formless void in place of a face in the robe, soon to be covered with a silver mask. "You have heard whispers of what we are, my cousins have come and gone from this world and have left their mark."

"The Nevershould..." Ashla mutters, remembering hearing about an incident in Seidou a few years back. "Then you're, like him?"

"The Nevershould was the second most powerful of us," the being says. "Only to our eldest cousin. We are beings of power over chaos and anarchy that compare to few that you would know, we are the Outer Gods."

Ashla goes silent, a chill running up her spine as she does so. She had heard of the Outer Gods, beings of incredible power, but Lovecraft hadn't written about anything like this. This one radiated an aura of fear that was starting to get to her, but she starts to push through it. "Who are you? Where did you come from?"

"I go by many names, the King of Fear, the Lord of Terror, more in tongues you wouldn't understand, but you can call me Strakh," Strakh says. "As to where, I come from a distant universe that even your allies haven't touched. A place of madness where chaos is the rule."

"What are you going to do with me?" Ashla asks, looking at him.

"My army is already considerable," Strakh says. "But you are the last key I need, someone who has been touched by a deity of this world."

"What? But that was so long ago, Lolth's influence has long faded," Ashla protests, getting a laugh out of Strakh.

"Such a simple mind, the touch of a Goddess cannot leave you," he says. "But I will give you a sporting chance. You Shadowchasers seem to enjoy this game, Duel Monsters, so if you can best me in this competition, then I will let you go and your universe will be spared for now."

"And what about Joseph?" Ashla asks, glancing at Alpha 2499 behind her.

"That is none of your concern," Strakh says. "Well, what will you do, Ashla?"

"Fine, I accept your challenge," Ashla says, raising her duel disk, she pauses in thought for a moment before taking out one of her decks and sliding it into her disk and activates it. "And where's your Duel Disk?"

"I am an Outer God, I do not need one," Strakh says as he steps back a distance away, waving his hand and the backs of 5 cards appear in front of him. "Lets, what is it you humans say, get our game on?"

"Nobody says that anymore!" Ashla says, slapping her forehead.

**(Ashla Da'rok: 8000) - (Strakh: 8000)**

"I will make the first move," Strakh says, motioning and a 6th card appeaars in front of him. "I'll start with two cards face down," he says, and two cards appear face down in front of him. "And I'll set a monster in defense mode, and that's all."

_Fairly standard opening move, why do I get the feeling he's toying with me?_ Ashla thinks as she reaches for her disk. "Then its my draw," she says, drawing a card quickly. "I'll place one card face down, and summon my Dark Valkyria in attack mode!" (1800/1050) She says, and a woman with platinum blonde hair wearing a crest with a dark blue robe and two black wings appears. "And now..."

"Hold on, I reveal my trap card," Strakh says, and one of his face down cards flips up to reveal Freed the Matchless General seated at a table. "Its called A Feint Plan, so now you can't attack my face down monster."

_Why would he do that? This strategy feels... strange,_ Ashla thinks, looking over her hand briefly then shaking her head. "I end my turn there."

Strakh simply gestures and another card appears. "I'll start with this spell card, Worm Call," he says, and a swirling portal appears above them. "And I flip summon my face down monster, Worm Dimikles!"

Ashla's eyes go wide in shock as a hideous creature with purple skin and several long tentacles ending in pointed blades with two yellow eyes and a tooth filled mouth. (1700/1400 + 300/300)

"What the hell is that thing?" Asla asks, looking in shock at the creature in front of her. "And how did it gain points?"

"Like I said, its the Worm Dimikles, and when its flipped summon it gains 300 attack and defense points," Strakh says with an evil cackle. "Worm Dimikles, attack Dark Valkyra with worm swarm spear attack!"

The purple worm charges forward, impaling the dark fairy with its numerous tentacles, causing it to shatter.

"And I'll end my turn with a face down card and another monster face down," Strakh says, motioning to a card as it appears face-down followed by another monster.

**(A: 7800) - (S: 8000)**

Ashla draws a card, glancing at it before motioning to a face-down card. "I play my trap card Birthright, so I'll bring back Valkyria!" She says, and the dark fairy appears again. "And now since she's a Gemini monster, I'll use my normal summon for this turn to Gemini summon her!"

Valkyria starts glowing, grinning evily at Strakh as her claws grow out.

"Insignificant little creature, you do not intimidate me," Strakh says with a cackle, then lets out a hissing sound at her, the dark fairy recoils in fear. "And what will that do to destroy my Worms?"

"I'm using her effect, since she was Gemini summoned I can give her a spell counter and raise her attack points by 300," Ashla says, as Valkyria's attack rises to 2100. "Now I'll use her other effect, by expending that counter she can destroy one card on the field, so I'll get rid of your Dimikles!"

Valkyria grins and runs forward, slashing through the multi-tentacled monster. Strakh just stands there, looking unaffected as his monster is destroyed.

"And since that wasn't an attack, lets deal with that face-down monster, Dark Valkyria destroy it with Shadow Claw strike!"

The dark fairy rushes forward, slashing through the monster as she does. The monster that appears is a yellowish monster that looks more like a blob than anything with a large mouth with teeth. Before it shatters it bites down into Valkyria's arm.

"Valkyria, what's wrong?" Ashla asks as Valkyria holds her arm in pain, her attack falling to 1300. "What did you do to her?"

"She made the mistake of attacking my Worm Opera, and when its flipped all monsters on the field who aren't my Worms lose 500 attack points," Strakh says. "Any other foolish moves you'd like to make?"

"I'll, end my turn with a face-down," Ashla says. _What is with these worm monsters? Do they all have effects that happen when they are flip summoned? _She thinks, she can't help but think she's heard of them somewhere.

"Then its my turn," Strakh says, drawing a card. "And since I have no monsters in play, I can special summon one of my Worms face-down," he says, and the portal above them swirls then a face down monster goes flying out of it and appears in front of him.

"Too bad you won't get to use it this turn then," Ashla says with a smirk.

"I am a being of chaos, don't you think I have ways around the rules?" Strakh asks, motioning to another card in his hand. "For my my normal summon, I summon my Worm Barses!" He says, and a four armed monster with a bulky body and a sideways mouth with teeth appears (1400/1500).

_Wait, does that mean not all of his monsters have flip effects? I'm confused here,_ Ashla thinks.

"And thanks to its effect, I can flip summon the monster I just set, so welcome to the field the heir apparent to the Worm Empire, Worm Prince!" Strakh says, and an orange monster with two white wings and a mouth with sharp teeth appears (2200/400). "Now Worm Prince, attack Dark Valkyria with Royal Claw Swipe!"

The worm rushes forward, slashing through Dark Valkyria with its claws as she shatters.

"And now, I get his effect, so I can add a Worm monster to my hand," he says, making another motion and a card appears in front of him.

_Any Worm monster? Okay, this is getting out of hand, I don't like this at all..._ Ashla thinks. "What are these, Worms anyway?"

"Servants of the Light of Ruin," Strakh says. "That's all you really need to know, now Barses attack her directly with Quadrupal Claw Crush!"

The bulkier Worm lumbers forward, slamming its claws into Ashla and causing her to cringe.

"I've... taken... worse..." Ashla manages to get out, that had hurt a lot more than she had expected.

"I'll end my turn there," Strakh finishes.

**(A: 5500) - (S: 7900)**

_I don't like this, something about this guy's deck gives me a bad feeling, and its not just those worms,_ Ashla thinks, drawing a card, glancing over her hand. Noticing Alpha 2499 moving off to the side. "Joseph, listen to me, he's controlling you, he's done something to you, you need to break through his control!"

"He's not going to listen to you," Strakh says. "He's completely under my control, and nothing you can say will change that."

"You don't know that, your control can't be absolute!" Ashla shoots back, her courage starting to rise again. "He's a good man, and you can't ever take that away from him!"

"The man you knew is gone, he is now more machine than man!" Strakh says with a cackle. "Sealed away for eternity by his fears as one of my Mechanical Soldiers, no one has ever been able to break the bindings on my soldiers, isn't that right Unit Alpha 2499?"

"Correct my King, of the 20 attempts to free a Mechanical Soldier, 15 resulted in the assimilation of the one who attempted, 4 where killed in the process, and 1 escaped but was later assimilated," Alpa 2499 rattles off.

"Well, that's going to change today, and here's where it starts, I begin by using the monster Hecatrice!" Ashla says, holding the card she just drew and sliding it into her duel disk. "So now I can take a certain spell card out of my deck," she continues, taking a card out of her deck as she does. "And I'll play it, so welcome to Valhalla, Hall of the Fallen!"

A curtain apears and opens behind her, revealing an elaborate hall with ivy covered pillars and a throne at the far end. Though oddly the paintings behind her still remained the same.

"And this does more than just change the decour. Much like your Worm Call it lets me special summon a Fairy from my hand when I don't have any monsters on the field. So lets welcome to the field, Darklord Parsanth!"

There is a sound of neighing as a centaur-like fairy gallops in, with a black horse half and dark feathers, holding a orange and white sword and shield (1900/1400 + 100/0).

"Too bad its too weak to destroy my Prince, but a good try none the less," Strakh says, shaking his head. "A shame, three more dark type monsters and you'd have stood a chance."

"I didn't say I was done, did I? I'll play the spell card Allure of Darkness," Ashla says, drawing two cards quickly. "So I'll banish this card for its cost," she says, sliding a card in her hand into a pocket in her coat. _That'll be useful later,_ she thinks. "And now I summon, Freya the Spirit of Victory!"

The monster that appears is a girl with light blue hair, wearing a blue dress and carrying two red pom poms (100/100).

"A, cheerleader? You have got to be kidding me!" Strakh says with a laugh that eches throughout the hall. "Especially one so weak, if you wanted to lose there are easier ways you could've done it."

"Oh really? You should know that Freya raises the attack of all my fairies by 400, and despite his appearance, my Parsanth is a Fairy," Ashla says, that shuts Strakh up as Parsanth's attack rises to 2400 and Freya's rises to 500. "Joseph taught me that a Shadowchaser never gives up, even when the odds are against them! That's why you're going to lose this, Strakh."

"Strong words, but lets see you back them up," Strakh says.

From where he's standing, something deep in Alpha 2499 begins to stir.

"Fine I will, attack Worm Prince Parsanth, with Darkshade Blade!" Ashla commands, and the fiendish centaur charges forward, slashing through the Worm Prince as it does. "And that's all I can do for now."

**(A: 5500) - (S: 7700)**

Another card appears in front of Strakh, and he tilts his head for a moment before nodding and motioning to it. "I activate my field spell, Desolation," he says, as a spell card appears above them.

The changes are drastic, even Valhalla isn't untouched as the room seems to crumble aroudn them. The celing opens up to reveal what appears to be crumbling skyscrapers all around them and a cloud cover mixing with the portal.

"What is this place?" Ashla demands. "I've never seen anything like this."

"The last universe I visited resisted me, so I made an example out of them," Strakh says, spreading his arms in a dramatic fashion. "Oh no I didn't lay waste to their cities like others might, I simply drove them all to madness out of fear. It was glorious, all those people descending into madness and in the end, destroying themselves."

"You're insane! You drove an entire universe to destroy themselves, because they fought back?" Ashla says, a look of disgust on her face. "And Why are you after so many universes anyway?"

"I have my own reasons, but lets get back to my field spell, by simply playing Desolation I have to pay 1000 life points," Strakh says, not even flinching as his life points drop. "But its worth it, because at the end of every turn, all face-up monsters on the field are given a Madness counter. Monsters with the counters cannot switch to defense mode and must attack during your battle phase or they will be destroyed."

_Okay, that doesn't seem to fit a Worm strategy, does he have something else in mind for it?_ Ashla thinks, looking around. It was odd, but she kept having the strangest feeling like she was being watched by someone.

"And in addition, my field enacts a heavy cost on our monsters, and they cannot change their attack or defense points outside of their own effects," Strakh adds as Darknight Parsanth's attack falls to 2000. "And I think I'll sacrifice Barses to set another monster in defense mode," he adds, and Barses vanishes, only to be replaced by another face-down monster. "And that's it for my turn."

There is a crazy look in Parsanth and Freya's eyes.

**(A: 5500) - (S: 6700)**

"Are you ever going to do much to actually attack me?" Ashla asks, drawing a card. "Are your worms cowards?"

"No, the majority of the members of the Worm Empire are physically weak," Strakh says. "So instead they became clever, capable of ambushing enemies and catching them off guard."

_Okay, I have to think this move through carefully,_ Ashla thinks, looking at the card she just drew. "I hate to do it, but I sacrifice Freya for Darklord Edeh Arae!" She says, and a fallen angel with black wings and wearing black armor with golden gems on each gauntlet appears (2300/2000).

"Fallen angels, disgusting," Strakh says. "I can barely put up with Outer Gods."

"That's why you do it, isn't it? Go into universes and use them to build up your armies, you're trying to challenge the other Outer Gods aren't you?" Ashla asks, looking at him.

"Why not? There's been a power vacumn ever since that guy with the hat killed the most powerful of us," Strakh says. "We may not need followers to gain power like other Gods, but I am well on my way to becoming even more powerful than he was."

"Do I really want to know how powerful he was?" Ashla asks, looking at Strakh hard.

"No, you really don't, needless to say we're all better off without him," Strakh says. "Now are you going to continue with your turn?"

_Okay, if this doesn't backfire too badly, I can gain the edge this turn, its not like his monsters have had too high a defense,_ Ashla thinks, then nods. "Darknight Parsanth, attack his face down monster with Darkshade Blade!"

The dark centaur charges forward, swinging its sword around at the set monster as it does. The blade however is caught between two long arms of a monster with a pointed head and shoulder and leg armor with black shapes behind it as it pushes the sword away and throws Parsanth (1500/2400).

"What is that thing?" Ashla demands, then screams as Parsanth strikes her.

"That was my Worm Noble, and on top of taking the damage from the battle, you lose life points equal to half the attack of your monster," Strakh laughs.

_Okay, this isn't good, he hasn't lost control of this duel since his first turn, and I'm almost down to half my life points,_ Ashla thinks, looking at her life point counter. _If I'm going to win this, I'll have to draw the right card on my next turn._

"Anything else, Ms. Da'rok?" Strakh asks, looking at her.

"I'll, end my turn there," Ashla says as the same crazy look appears in Edeh Arae and Warm Noble's eyes as the latter gets to his feet.

**(A: 4100) - (S: 6700)**

Strakh motions and another card appears. "I'll play my Continuous spell card, Madness Contained," he says, as the mad look in Noble's eyes vanishes. "Now thanks to this card, my monsters aren't affected by the Madness Counter."

"Okay, that's not fair!" Ashla protests.

"Don't be so overdramatic, it has its costs," Strakh says. "Every time it gains a Containment Token, and if it or the field is destroyed, then I lose 500 life points for each counter."

"Fine..." Ashla grumbles, she didn't like it, but she'd figure out some way around it and the field.

"Now to deal with your monsters, I sacrifice Worm Noble, to summon my Worm Queen!" Strakh says, and Noble vanishes, only to be replaced by a strange insect-like centaurian creature with two large golden eyes on the lower part and a small horned head and carrying a purple mass in its hand (2700/1100). "Welcome, the Queen of the Worm Empire and consort to its King!"

_If she's the Queen, I'd hate to see how powerful the King is..._ Ashla thinks to herself.

"Now Worm Queen, attack her Darknight with Tentacle Tangle!" Strakh commands, and the bundle in the Queen's hands shoots out and wraps around Parsanth shattering it. "And I'll end my turn with one card face down."

A flame appears on Madness Contained.

**(A: 3400) - (S: 6700)**

Ashla draws a card, then grins, this was going to help, but first. "I'll place this card face down," she says, sliding the card she had just drawn into her disk. "And I'll set a monster in defense mode. And since I have no choice thanks to Desolation... I'll attack your Worm Queen with Edeh Arae."

The dark fairy charges forward, only to be tangled up by the tentacles and shatters.

"I'll, end my turn there," Ashla says.

A second flame appears on Madness Contained.

**(A: 3000) - (S: 6700)**

Strakh motions and another card appears. "Now then, I sacrifice the Worm Queen with her effect, to bring out the ruler of the Worm Empire, welcome to the field, the _**Worm King**_!" He says, and the monster that appears is a golden insect-like creature that resembles a centaur with multiple legs and four arms with a grotesque face with a mouth filled with sharp teeth on its lower body (2700/1100).

"I was expecting the ruler of the Worm Empire to be stronger than his consort," Ashla says, trying not to look scared at the terrifying monster before her.

"And since that was a special summon, I'll set this monster in defense mode," Strakh continues. "And then I'll flip summon it with my spell card Book of Taiyou, so welcome to the field Worm Rakuyeh," he says, and a purple monster writhers onto the field with a vertical mouth and two yellow eyes staring at Ashla hungrily (2100/1200).

"And what does that one do, dare I ask?" Ashla asks.

"Nothing to you, but it can only attack in the turn that its flip-summoned," Strakh says. "Rakuyeh, devour her face down monster!"

Rakuyeh charges forward, its mouth extended as it sinks its teeth into the face down monster that is briefly revealed to be a simple treasure chest before it shatters.

"Thanks, that was my Dark Mimic LV1, so I can draw a card," Ashla says, drawing a card.

"It doesn't matter, Worm King attack her directly!" Strakh says, and the towering monster charges forward towards Ashla.

"Oh no you don't, reveal trap card, Escape From the Dark Dimension!" Ashla counters as her trap card flips up stopping the King's attack. "And I get to special summon that monster I banished earlier when I played Allure of Darkness."

"Go ahead, nothing you could have banished can threaten me now!" Strakh says with a laugh.

"Oh really? Welcome to the field, Darklord Asmodeus!" Ashla says, and a towering dark fairy with spiked black hair with long purple wings and wearing a combination of black armor and white robes appears (3000/2500). "So, what where you saying?"

"You banished one of your most powerful monsters instead of a weaker one?" Strakh says, looking surprised at Ashla. "Why would you do that?"

"Strategy, it doesn't hurt to have something waiting in the wings just in case," Ashla says. "So, are you going to finish that move of yours?"

"Fine, I'll end my turn with one card face down," Strakh says, anger starting to show in his voice.

Two more flames appear on Madness Contained.

"Good, then its my turn," Ashla says, drawing a card. "Remember that card you said wouldn't help me?"

"Vaguely..." Strakh says.

"Well, you where wrong, I play Mystical Space Typhoon, and my target... is your field spell!" Ashla says, as a wind picks up, blowing away the ruins around them and returning the hall to normal. "And without that..."

"I lose 500 life points for every containment counter on my spell card," Strakh finishes, grunting as the flames on the spell fly into him before the spell shatters.

"And that cuts you down a bit," Ashla says with a grin. "And I'll now use the effect of Asmodeus, so I can take a fairy out of my deck and send it to the graveyard," she continues, taking a card from her deck and sliding it into the graveyard slot.

"You can't destroy both my monsters this turn, at least not with just Asmodeus," Strakh says. _And even if she does, I still have my Worm Call on the field, so I'll be ready for anything she throws at me,_ he thinks.

"Then I'll add this my field since I have yet to normal summon, Mudora!" Ashla says, and a man wearing a gold and blue mask and carrying a sword appears (1500/1800 + 1000/0). "Asmodeus, lets start things off by taking out his Worm King with Fallen Light Wave!"

Asmodeus raises his hand, gathering a ball of energy into his hand and then throwing it at Worm King, shattering it.

"Now Mudora, attack his Worm Rakuyeh!" Ashla continues, and Mudora charges forward, swinging at it with his sword and cutting it cleanly in half.

"Did you enjoy that?" Strakh growls.

"Nooo, I'm having a terrible time kicking your butt!" Ashla snaps back, then slips a card into her disk. "I'll end my turn with one card face down."

**(A: 3000) - (S: 3900)**

Strakh narrows his eyes as another card appears. "You think you're so clever, Ms. Da'rok," he says. "I activate the effect of my Worm Call again, so I'll set this monster in defense mode with it," he says, and a card flies out of the portal, setting face-down on the field.

"And what is that one going to do, pray tell?" Ashla asks.

"Well, I could win with it, but you've gotten on my bad-side so I'll give you a rare treat. I play the trap card, W Nebula Meteorite, which flip my face down Worm Victory face-up!" He says, and a red monster with multiple arms all with the V for Victory sign appears kneeling in defense mode (0/2500 + 3500/0). "And just by doing that, I destroy all other monsters on the field!"

Asmodeus and Mudora scream as they shatter into tiny pieces. Then two smaller versions of Asmodeus appear (1800/1500) (1200/1200).

"Now I get an Asmo Token and a Deus Token," Ashla says. "One can't be destroyed by battle, the other by card effects.

"And now that I've done that, I summon this monster, Clockwork Soldier!" He continues, and another monster appears. This one isn't a worm though, instead its a man wearing a snazzy looking tux and hat with a shiny metal mask attached to his face (500/200). "And among other things, my Clockwork Soldier is a tuner monster, so I can tune it to my Worm Victory!"

_His soldier is level 3, he has a level 10 synchro monster? This isn't good at all,_ Ashla thinks to herself, bracing herself for the attack to come as Worm Victory flies into the air and three stars fly into its body.

_"The King of Worms sits on a throne of sorrow. The King of Worms eats up a man's tomorrow. With a platinum mask your soul he'll borrow. And a Clockwork Soldier is born and hollow," _Strakh chants madly as the synchro summon finishes. _"Stars cluster to create a new force, synchro summon my mightiest monster, __**THE KING OF WORMS!"**_

The monster that appears is bizarre, he's dressed in tattered black robes with grey cobwebs over his shoulders. Several tubes stick out of his arms, and his face is covered with a silver mask with two eye holes and a smiling face. The Deus token shatters at his appearance.

A chill runs up Ashla's spine, there was something, off about this monster. It was like he radiated fear from behind that mask, a fear like nothing she had ever experienced.

"Yes, feel the fear, I relish in it," Strakh says, cackling like the maniac he is. "Now, to finish this duel, King of Worms, attack her Asmo with Fear Tendrils!"

The King of Worms lets out a laugh as he sends the tubes attached to him out, wrapping around the token and pulling it forward, squeezing her. Ashla hits a button on her duel disk as the monster shatters.

"And that's that, no one can survive that kind of damage in this fight," Strakh says, but Ashla climbs to her feet, her life points still at 3000. "What? How'd you survive that?"

"I activated my trap card, Defense Draw," Ashla says. "Which keeps my life points safe."

"Fine, you've saved yourself, for now," Strakh says, motioning to a card. "I'll set this card face down and end my turn."

_Okay, that bought me some time, but I need to do more than just stall, that, thing is going to kill me if I don't think of something,_ Ashla thinks, drawing a card, trying not to think about the monster staring her down right now. "I'll place another card face down, and set a monster in defense mode, your move."

Strakh motions and a card appears in front of him. "I'll set a monster in defense mode, and the King of Worms will attack your face down monster with Fear Tendrils!" Strakh commands, and the King sends its tendrils at the monster, revealing it to be a Dunames Dark Witch (1800/1050) as the Tendrils constrict around her, pulling her to Strakh's side of the field.

"What is going on?" Ashla demands. "Give me back my monster!"

"That's the effect of the King of Worms, I get control of your monster when its destroyed," Strakh says as a metal mask appears on the Dark Witch's face.

"That's not fair, now I'm wide open," Ashla says.

"Oh the Platinum Counter on it means she loses all her attack points," Strakh says. "She'd lose her effect too if she had one. I will end my turn there."

Ashla draws, smiling a little as she sees what it is. "I'll set a card face down, and summon my Dark Effigy in attack mode," she says, and a blocky black monster appears (1500/0). "I'll end my turn there."

"No monsters? Well, this'll be easier than I thought," Strakh says, as another card appears in front of him. "King of Worms, show her what your Fear Tendrils can do to a duelist!"

The King of Worms sends its tendrils at Ashla, only to have them caught up in a vortex that stops it.

"That was Negate Attack, and with the activation of that I get the effect of this monster in my hand, Dark Voltanis, so I sacrifice my Dark Effigy to summon it!" Ashla says, and a towering fairy with purple and black robes with two black wings and carrying a staff appears (2800/1400). "And I can destroy one of your cards, so lets say good bye to your King of Worms!"

Voltanis swings his staff around, firing a bolt of magic at the King of Worms. But it just glances off him.

"What the... how did he survive?" Ashla asks.

"That would be the effect of my Clockwork Soldier, since it was used as a synchro material for The King of Worms, he can't be destroyed by card effects," Strakh says. "I'll end my turn there, lets see what else you can do."

Ashla draws a card, blinking at the card she drew. This card wasn't in her deck before, how did it get there? Glancing over the other cards in her hand, an idea was starting to formulate in her head, but she would have to wait until she got the right card. "I play the spell card Cards From the Sky, so I banish this card..." Ashla says, sliding a card into her pocket. "And I can draw two more cards," she continues, drawing two more cards. "And I'll place one card face down and end my turn."

"Pathetic," Strakh says as another card appears in front of him. "King of Worms, get us another servant!"

The smiling creature sends its tendrils forward again, wrapping around Dark Voltanis and pulling it back to his side of the field.

"And I'll add this card to the mix, its called Platinum Scream, I select a monster with a Platinum Counter, and deal damage equal to half its attack points!" Strakh continues as Dark Voltanis shatters, dark energy flying into Ashla. "And I'll end my turn there."

**(A: 1400) - (S: 3900)**

_Okay, its now or never,_ Ashla thinks, glancing at Alpha 2499, and drawing a card slowly, she looks at it with a smile.

"What? Have you finally accepted that your loss is inevitable?" Strakh asks.

"No, in fact I'm about to win!" Ashla says. "And a card that Joseph gave me is going to win it for me!"

"What?" Strakh asks.

"I use the effect of Valhalla, Hall of the Fallen to special summon my kill card, _**DARKLORD ZERATO**_!" She says, and a towering black armored monster with a flowing red robe and carrying a large sword appears (2800/2300).

"And what is your, chaos tainted brother of Archlord Zerato going to do?" Strakh asks with a smirk.

"Sure your King will survive this, but I activate Darklord Zerato's effect," Ashla says, sliding a card into her graveyard. Zerato raises his sword, and brings it down, shattering Dark Voltanis.

"A futile effort," Strakh says. "This duel is as good as mine."

"I'm not done yet, I summon, The Champion!" Ashla says, throwing a card down on her disk.

"THE WHAT?" Strakh says, suddenly he's getting very afraid.

A man with short black hair and wearing a grey trench coat appears, carrying a pistol (1600/1200).

"And his effect works like this, I can lower his attack to raise the attack of one of my other monsters, so I'll lower his attack by 400 to boost Darklord Zerato!" Ashla continues as the Champion's attack falls to 1200 and Zerato's rises to 3200. "Zerato, destroy The King of Worms, Darkblade Slice!"

Zerato flies up and at The King of Worms, slashing through it as the King lets out a long mournful scream before shattering.

"No... NO THAT'S NOT POSSIBLE!" Strakh shouts, now getting angry.

"Now Champion, attack him directly with Demise Punch!" Ashla commands and the Champion rushes forward, punching Strakh in the chest.

"You... miscalculated Ms. Da'rok..." Strakh says "I still have 2500 life points left."

"I'm not done yet, I still have my trap card, I said that I'd beat you with a card Joseph gave me didn't I?" Ashla says with a grin, pressing a button on her duel disk. "I activate my trap card, Miraculous Descent, so I can special summon a Fairy I removed from play."

Strakh just glares at her.

"Welcome to the field, Guardian Angel Joan!" Ashla says, and a beautiful form descends of a woman with short red hair, wearing a white dress and a two long cloths with a pair of wings (2800/2000). The mask on Unit 2499 starts to fall away. "Joan, finish this, Searing Light of Heaven!"

Strakh screams as Joan gathers up a ball of light, slamming it into him.

**(A: 1400) - (S: 0)**

Ashla falls to her knees, breathing heavily.

She had won, against all odds, she had won.

**00000**

Ashla climbs to her feet, moving towards Unit 2499. The mask on his face falls away, revealing a young handsome man.

"Thank you Ashla..." Joseph says. "You helped me escape from that nightmare."

"You freed yourself, I just helped you out," Ashla says. "So, what are you going to do now?"

"I, don't know, I hadn't..." Joseph starts to say, only to be interrupted by laughter.

"You are so naive, Ms. Da'rok," Strakh says, rising to his feet. "I am an Outer God, and we do not go down so easily! And this duel, gave me exactly what I needed!"

The tubes attached to Strakh's armor detach themselves and fly at Ashla. Ashla instinctively reaches for her sword, but its not at her back. One grabs her right arm, and the other her left leg.

"I will have the power I desire, and I will take it from you by force!" Strakh says, lifting her into the air.

"You coward, we had a deal!" Ashla shouts.

"You confuse me for someone who keeps his word!" Strakh laughs. "I just needed to duel you to gain access to the divine energy holed up in you, now you're mine!"

Ashla almost unconciously grabs for something in her pocket that she had left there, pulling out the flintlock pistol and leveling it at him.

"And what's that going to do? You don't scare me!" Strakh says with a mad cackle.

At this point Ashla had nothing left to lose, she pulls the trigger. But what happened next was something she didn't expect, a burst of magical energy fires from the gun and hits Strakh square in the chest, forcing him to release Ashla.

"You... you have a magic gun? Where'd you purchase that?" Strakh says through the pain. "It, doesn't matter, my armies... are almost ready to march on the..."

_**"STRAKH!"**_ A booming voice shouts out.

"NO!" Strakh shouts as a figure descends into the room. At first glance it looks like nothing more than a billowing black cloak, but inside it seems to be a shapeless void with no recognizable face. "I swear, I wasn't going to..."

_**"SAVE YOUR BREATH, WE HEARD EVERYTHING!"**_ The Outer God says. _**"WE WHERE WILLING TO TOLERATE YOUR, FRIVOLTIES BECAUSE WE HAD NO REASON TO WORRY! YOU, WHO WOULD CONSUME THE MULTIVERSE IN FEAR FOR YOUR OWN SELFISH DESIRES, HAVE NO PLACE AMONG US!"**_

"Decimus... I implore you, ever since the strongest of us died, we've needed someone, it could be..." Strakh starts to say.

_**"YOU COULD NEVER FILL HIS SHOES, STRAKH! FEAR IS AN INCONSEQUENTIAL EMOTION TO AN OUTER GOD!" **_Decimus booms. _**"YOU AND THE KING OF WORMS BOTH FAILED, AND THE TIME HAS COME FOR YOUR STAIN TO BE WIPED FROM EXISTANCE!"**_

"NO, YOU CAN'T!" Strakh tries to say, starting to shudder as his armor falls apart, collapsing into a heap on the floor.

Decimus turns to look at Ashla, the formless void shifting again. _**"Shadowchaser, we have released those controlled by Strakh,"**_ he says. _**"But we are watching, always watching, and the time will come when we return to this universe."**_

Decimus vanishes, Ashla looks at Joseph who walks over, picking up the silver mask of Strakh.

"What's going to happen to you?" Ashla asks.

"After 40 years in Hell... I feel death calling for me," Joseph says with a sigh, walking back to Ashla and embracing her. "Ashla, I'm sorry I can't go back with you... you where my greatest student, and I wish we could have spent more time together."

"Joseph..." Ashla says, tears streaming down her face.

"Just promise me one thing, Ashla Da'rok," Joseph says.

"Anything!" Ashla says.

"Promise me, you'll keep on living," Joseph says.

"I promise," Ashla says, and Joseph leans down and gives her a kiss on the lips before fading away. leaving Strakh's mask in her hands.

Then everything goes black for Ashla.

**00000**

Ashla snaps awake back in the abandoned building. She groans as she gets to her feet, at first she thinks it was all just a dream until she sees the mask still in her hands.

"Ma'am, are you okay?" A voice asks, Ashla groans getting to her feet to see a police officer standing there.

"Yeah, I'm fine," Ashla says, picking up the flintlock pistol that was off to the side. She had actually found it years ago in Las Vegas in some, world famous Pawn Shop and bought it. It had been magical sure, but it had never been particularly effective against anything, was it only made for fighting Outer Gods perhaps? "I'll be just fine."

Ashla gets to her feet and heads back out to her Duel Runner. The Outer Gods had left for now, but they would be back, not right now, but one day.

It was Halloween eve once more, and she was going to enjoy it as long as she possibly could. Maybe, just maybe, next year would be a normal Halloween.

But deep down she doubted it.

**00000**

_**Desolation**_

_**Field Spell**_

_**Image of a modern city falling into ruins. As long as this card is active on the field, monsters cannot gain ATK or DEF from anything other than their own effects. In the end phase, all face-up monsters on the field get 1 "Madness Counter." Monsters with Madness Counters on them have to attack and the Battle Phase cannot be skipped if at least one monster has a Madness Counter. If a monster with a Madness Counter is switched to defense mode, it is destroyed.**_

_**Madness Contained**_

_**Continuous Spell**_

_**Image of people with silver masks covering their faces walking through the ruined streets from Desolation. When your monsters would be given a "Madness Counter" by the card "Desolation," put 1 "Containment Counter" on this card instead. When this card or "Desolation" is destroyed, the controller of this card loses 500 life points for each Containment Counter on it.**_

_**Clockword Soldier**_

_**Dark**_

_**3**_

_**500/200**_

_**Machine/Tuner/Effect**_

_**This monster cannot be special summoned from the deck. When this monster is used as a synchro material for "The King of Worms," the monster summoned cannot be destroyed by card effects as long as this card is in the graveyard.**_

_**The King of Worms**_

_**Dark**_

_**10**_

_**3000/3000**_

_**Machine/Synchro/Effect**_

_**When this monster is synchro summoned, destroy all face-up monsters on the field. When this monster destroys an opponent's monster in battle, special summon that monster to your side of the field. Monsters summoned by this effect are given 1 "Platinum Counter." A monster with a Platinum Counter's ATK and DEF fall to 0, and they lose all effects.**_

_**Platinum Scream**_

_**Spell Card**_

_**Image of Dark Magician with a silver mask on his face letting out a massive scream. Select one monster with a Platinum Counter on it. Deal damage to your opponent's life points equal to half the original ATK of that monster.**_

_**The Champion**_

_**Light**_

_**4**_

_**1600/1200**_

_**Warrior/Effect**_

_**Once per turn, you can lower the ATK of this monster in incriments of 100 to raise the attack of another monster on the field. When this monster attacks a FIEND or MACHINE type monster, that monster is destroyed without damage calculation.**_

**00000**

_**Well ladies and gentlemen, I hope your Halloween is as happy and scary as mine is going to be.**_

_**I'd like to thank Cyber Commander for authorizing this little fanfic, I hope to do it again next year, but I'm not sure what I'll do and if it can top this one. If anyone has any suggestions, you have all year to make them.**_

_**So for now, I'll leave you with the words of Albert Einstein.**_

_**"Imagination is more important than knowledge. Knowledge is limited, imagination encircles the world."**_

_**Happy Halloween!**_


End file.
